EXHIBIT
4.22


 


 


SUPPLEMENTAL
INDENTURE


 


FROM


 


LOUISVILLE
GAS AND ELECTRIC COMPANY


 


TO


 


BNY
MIDWEST TRUST COMPANY

TRUSTEE


 


 












 


DATED
OCTOBER 1, 2003


 












 


SUPPLEMENTAL
TO TRUST INDENTURE


 


DATED
NOVEMBER 1, 1949


 

















 


Table of Contents


 


	
  Parties

  	
   

  
	
  Recitals

  	
   

  
	
  Form of
  Bonds of Pollution Control Series GG

  	
   

  
	
  Further Recitals

  	
   

  
	
   

  	
   

  
	
  ARTICLE I.

  	
   

  
	
  SPECIFIC
  SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01-

  	
  Grant of certain property, including all
  personal property to comply with Uniform Commercial Code of the Commonwealth
  of Kentucky, subject to permissible encumbrances and other exceptions
  contained in Original Indenture

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARTICLE II.

  	
   

  
	
  PROVISIONS
  OF BONDS OF POLLUTION CONTROL SERIES GG.

  	
   

  
	
   

  	
   

  
	
  Section 2.01-

  	
  Terms of Bonds of Pollution Control
  Series GG

  	
   

  
	
  Section 2.02-

  	
  Payment of principal and interest-Bonds
  of Pollution Control Series GG

  	
   

  
	
  Section 2.03-

  	
  Bonds of Pollution Control Series GG
  deemed fully paid upon payment of corresponding Pollution Control Revenue
  Bonds

  	
   

  
	
  Section 2.04-

  	
  Interchangeability of bonds

  	
   

  
	
  Section 2.05-

  	
  Charges upon exchange or transfer of
  bonds

  	
   

  
	
   

  	
   

  
	
  ARTICLE III.

  	
   

  
	
  MISCELLANEOUS.

  	
   

  
	
   

  	
   

  
	
  Section 3.01-

  	
  Recitals of fact, except as stated, are
  statements of the Company

  	
   

  
	
  Section 3.02 -

  	
  Supplemental Indenture to be construed as
  a part of the Original Indenture

  	
   

  
	
  Section 3.03-

  	
  (a) 
  Trust Indenture Act to control

  	
   

  
	
   

  	
  (b)  Severability of provisions contained in
  Supplemental Indenture and bonds

  	
   

  
	
  Section 3.04-

  	
  Word “Indenture” as used herein includes
  in its meaning the Original Indenture and all indentures supplemental thereto

  	
   

  
	
  Section 3.05-

  	
  References to either party in
  Supplemental Indenture include successors or assigns

  	
   

  
	
  Section 3.06-

  	
  (a) 
  Provision for execution in counterparts

  	
   

  
	
   

  	
  (b) Table of contents and
  descriptive headings of Articles not to affect meaning

  	
   

  
	
   

  	
   

  
	
  Schedule A

  	
   

  
				



 


i

















 


Supplemental Indenture,
made as of the 1st day of October, 2003, by and between LOUISVILLE GAS AND
ELECTRIC COMPANY, a corporation duly organized and existing under and by virtue
of the laws of the Commonwealth of Kentucky, having its principal office in the
City of Louisville, County of Jefferson, in said Commonwealth of Kentucky (the
“Company”), the party of the first part, and BNY MIDWEST TRUST COMPANY, an
Illinois trust company duly organized and existing under and by virtue of the
laws of the State of Illinois, having its principal office at Two North LaSalle
Street, City of Chicago, County of Cook, State of Illinois 60602, as Trustee
(the “Trustee”), party of the second part;


 


WITNESSETH:


 


WHEREAS, the
Company has heretofore executed and delivered its Trust Indenture (the
“Original Indenture”), made as of November 1, 1949, whereby the Company
granted, bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed unto the Trustee under said
Indenture and to its respective successors in trust, all property, real,
personal and mixed then owned or thereafter acquired or to be acquired by the
Company (except as therein excepted from the lien thereof) and subject to the
rights reserved by the Company in and by the provisions of the Original
Indenture, to be held by said Trustee in trust in accordance with the
provisions of the Original Indenture for the equal pro rata benefit and
security of all and each of the bonds issued and to be issued thereunder in
accordance with the provisions thereof, and


 


WHEREAS, Section
2.01 of the Original Indenture provides that bonds may be issued thereunder in
one or more series, each series to have such distinctive designation as the
Board of Directors of the Company may select for such series; and


 


WHEREAS, the
Company has heretofore issued in accordance with the provisions of the Original
Indenture, bonds of a series designated “First Mortgage Bonds, Series due
November 1, 1979,” bearing interest at the rate of 2 3/4% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated February
1, 1952, bonds of a series designated “First Mortgage Bonds, Series due
February 1, 1982,” bearing interest at the rate of 3 1/8% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated February
1, 1954, bonds of a series designated “First Mortgage Bonds, Series due
February 1, 1984,” bearing interest at the rate of 3 1/8% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated
September 1, 1957, bonds of a series designated “First Mortgage Bonds, Series
due September 1, 1987,” bearing interest at the rate of 4 7/8% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated October
1, 1960, bonds


 

















 


of a
series designated “First Mortgage Bonds, Series due October 1, 1990,” bearing
interest at the rate of 4 7/8% per annum; and


 


WHEREAS, the
Company has heretofore issued in accordance with the provisions of the Original
Indenture as supplemented by the Supplemental Indenture dated June 1, 1966,
bonds of a series designated “First Mortgage Bonds, Series due June 1, 1996,”
bearing interest at the rate of 5 5/8% per annum; and


 


WHEREAS, the
Company has heretofore issued in accordance with the provisions of the Original
Indenture as supplemented by the Supplemental Indenture dated June 1, 1968,
bonds of a series designated “First Mortgage Bonds, Series due June 1, 1998,”
bearing interest at the rate of 6 3/4% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated June 1,
1970, bonds of a series designated “First Mortgage Bonds, Series due July 1,
2000,” bearing interest at the rate of 9 1/4% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated August
1, 1971, bonds of a series designated “First Mortgage Bonds, Series due August
1, 2001,” bearing interest at the rate of 8 1/4% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated June 1,
1972, bonds of a series designated “First Mortgage Bonds, Series due July 1,
2002,” bearing interest at the rate of 7 1/2% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated February
1, 1975, bonds of a series designated “First Mortgage Bonds, Series due March
1, 2005,” bearing interest at the rate of 8 7/8% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated
September 1, 1975, bonds of a series designated “First Mortgage Bonds,
Pollution Control Series A,” bearing interest as provided therein and maturing
September 1, 2000; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated
September 1, 1976, bonds of a series designated “First Mortgage Bonds,
Pollution Control Series B,” bearing interest as provided therein and maturing
September 1, 2006; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated October
1, 1976, bonds


 


2

















 


of a
series designated “First Mortgage Bonds, Series due November 1, 2006,” bearing
interest at the rate of 8 1/2% per annum; and


 


WHEREAS,
the Company has heretofore issued in accordance with the provisions of the
Original Indenture as supplemented by the Supplemental Indenture dated June 1,
1978, bonds of a series designated “First Mortgage Bonds, Pollution Control
Series C,” bearing interest as provided therein and maturing June 1, 1998/2008;
and


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee a Supplemental Indenture dated February 15, 1979,
setting forth duly adopted modifications and alterations to the Original
Indenture and all Supplemental Indentures thereto; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 1, 1979, bonds of a series designated
“First Mortgage Bonds, Series due October 1, 2009,” bearing interest at the
rate of 10 1/8% per annum; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 15, 1979, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series D,” bearing interest as
provided therein and maturing October 1, 2004/2009; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 15, 1981, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series E,” bearing interest as
provided therein and maturing September 15, 1984; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated March 1, 1982, bonds of a series designated “First
Mortgage Bonds, Pollution Control Series F,” bearing interest as provided
therein and maturing March 1, 2012; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated March 15, 1982, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series G,” bearing interest as
provided therein and maturing March 1, 2012; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 15, 1982, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series H,” bearing interest as provided
therein and maturing September 15, 1992; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated February 15, 1984, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series I,” bearing interest


 


3

















 


as provided therein and maturing February 15, 2011; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated July 1, 1985, bonds of  a series designated “First Mortgage Bonds, Pollution Control
Series J,” bearing interest as provided therein and maturing July 1, 1995/2015;
and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated November 15, 1986, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series K,” bearing interest as
provided therein and maturing December 1, 2016; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated November 16, 1986, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series L,” bearing interest as
provided therein and maturing December 1, 2016; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated August 1, 1987, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series M,” bearing interest as
provided therein and maturing August 1, 1997; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated February 1, 1989, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series N,” bearing interest as
provided therein and maturing February 1, 2019; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated February 2, 1989, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series O,” bearing interest as
provided therein and maturing February 1, 2019; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated June 15, 1990, bonds of a series designated “First
Mortgage Bonds, Pollution Control Series P,” bearing interest as provided
therein and maturing June 15, 2015; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated November 1, 1990, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series Q” and bonds of a series
designated “First Mortgage Bonds, Pollution Control Series R,” each series
bearing interest as provided therein and maturing November 1, 2020; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 1, 1992,


 


4

















 


bonds of a series designated “First Mortgage Bonds,
Pollution Control Series S,” bearing interest as provided therein and maturing
September 1, 2017; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 2, 1992, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series T,” bearing interest as
provided therein and maturing September 1, 2017; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated August 15, 1993, bonds of a series designated
“First Mortgage Bonds, Series due August 15, 2003,” bearing interest at the
rate of 6% per annum; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated August 16, 1993, bonds of a series designated “First
Mortgage Bonds, Pollution Control Series U,” bearing interest as provided
therein and maturing August 15, 2013 and bonds of a series designated “First
Mortgage Bonds, Pollution Control Series V,” bearing interest as provided
therein and maturing August 15, 2019; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated October 15, 1993, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series W,” bearing interest as
provided therein and maturing October 15, 2020, and bonds of a series
designated “First Mortgage Bonds, Pollution Control Series X,” bearing interest
as provided therein and maturing April 15, 2023; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated May 1, 2000, bonds of a series designated “First
Mortgage Bonds, Pollution Control Series Y,” bearing interest as provided
therein and maturing May 1, 2027; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated August 1, 2000, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series Z,” bearing interest as
provided therein and maturing August 1, 2030; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated September 1, 2001, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series AA,” bearing interest as
provided therein and maturing September 1, 2027; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated March 1, 2002, bonds of a series designated “First
Mortgage Bonds, Pollution Control Series BB,” bearing interest as


 


5

















 


provided therein and maturing September 1, 2026, and
bonds of a series designated “First Mortgage Bonds, Pollution Control Series
CC,” bearing interest as provided therein and maturing September 1, 2026; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated March 15, 2002, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series DD,” bearing interest as
provided therein and maturing November 1, 2027, and bonds of a series
designated “First Mortgage Bonds, Pollution Control Series EE,” bearing
interest as provided therein and maturing November 1, 2027; and


 


WHEREAS, the Company has heretofore issued in accordance
with the provisions of the Original Indenture as supplemented by the
Supplemental Indenture dated October 1, 2002, bonds of a series designated
“First Mortgage Bonds, Pollution Control Series FF,” bearing interest as
provided therein and maturing October 1, 2032; and


 


WHEREAS, the Louisville/Jefferson County Metro
Government in the Commonwealth of Kentucky (the “Issuer”) has agreed to issue
$128,000,000 principal amount of its Pollution Control Revenue Bonds, 2003
Series A (Louisville Gas and Electric Company Project) (the “Pollution Control
Revenue Bonds”) pursuant to the provisions of the Indenture of Trust, dated as
of October 1, 2003 (the “Pollution Control Indenture”), between and among the
Issuer and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent and
Bond Registrar (said Trustee or any successor trustee under the Pollution
Control Indenture being hereinafter referred to as the “Pollution Control
Trustee”); and


 


WHEREAS,
the proceeds of the Pollution Control Revenue Bonds (other than any accrued
interest, if any, thereon) will be loaned by the Issuer to the Company pursuant
to the provisions of a Loan Agreement, dated as of October 1, 2003, between the
Issuer and the Company (the “Agreement”), to pay and discharge (i) $102,000,000
in outstanding principal amount of “County of Jefferson, Kentucky, Pollution
Control Revenue Bonds (Louisville Gas and Electric Company Project) 1993 Series
B,” dated August 15, 1993 (the “1993 Series B Bonds”) and (ii) $26,000,000 in
outstanding principal amount of “County of Jefferson, Kentucky, Pollution
Control Revenue Bonds (Louisville Gas and Electric Company Project) 1993 Series
C,” dated October 15, 1993 (the “1993 Series C Bonds” and, together with the
1993 Series B Bonds, the “1993 Bonds”) on the date of issuance of the Pollution
Control Revenue Bonds.  The 1993 Bonds
were issued to finance or refinance the cost of construction of certain air and
water pollution control facilities and solid waste disposal facilities at the
Mill Creek and Cane Run Generating Stations of the Company, which facilities
are hereinafter sometimes referred to as the “1993 Project,” which 1993 Project
is located in Jefferson County, Kentucky, and which 1993 Project is more fully
described in Exhibit A to the Agreement; and


 


WHEREAS, payments by the Company under and pursuant to
the Agreement have been assigned by the Issuer to the Pollution Control Trustee
in order to secure the payment of the Pollution Control Revenue Bonds; and


 


6

















 


WHEREAS, in order to further secure the payment of the
Pollution Control Revenue Bonds, the Company desires to provide for the
issuance under the Original Indenture to the Pollution Control Trustee of a new
series of bonds designated “First Mortgage Bonds, Pollution Control Series GG”
(sometimes called “Bonds of Pollution Control Series GG”), in a principal
amount equal to the principal amount of the Pollution Control Revenue Bonds,
and with corresponding terms and maturity, the Bonds of Pollution Control
Series GG to be issued as registered bonds without coupons in denominations of
a multiple of $1,000; and the Bonds of Pollution Control Series GG are to be
substantially in the form and tenor following, to-wit:


 


(Form of Bonds of Pollution Control
Series GG)


 


This Bond has not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in contravention of
said Act and is not transferable except to a successor Trustee under the
Indenture of Trust dated as of October 1, 2003, from the Louisville/Jefferson
County Metro Government, Kentucky, to Deutsche Bank Trust Company Americas, as
Trustee, Paying Agent and Bond Registrar.


 


LOUISVILLE
GAS AND ELECTRIC COMPANY

(Incorporated under the laws of the Commonwealth of Kentucky)

First Mortgage Bond

Pollution Control Series GG


 


	
  No             

  	
   

  	
  $             

  



 


Louisville Gas and Electric Company, a corporation organized and existing
under and by virtue of the laws of the Commonwealth of Kentucky (herein called
the “Company”), for value received, hereby promises to pay to Deutsche Bank
Trust Company Americas, as Trustee under the Indenture of Trust (the “Pollution
Control Indenture”) dated as of October 1, 2003, from the Louisville/Jefferson
County Metro Government, Kentucky, to Deutsche Bank Trust Company Americas, or
any successor trustee under the Pollution Control Indenture (the “Pollution
Control Trustee”) and at the office of BNY Midwest Trust Company, Chicago,
Illinois (the “Trustee”) the sum
of                      Dollars
in lawful money of the United States of America on the Demand Redemption Date,
as hereinafter defined, and to pay on the Demand Redemption Date to the
Pollution Control Trustee, interest hereon from the Initial Interest Accrual
Date, as hereinafter defined, to the Demand Redemption Date at the same rate or
rates per annum then and thereafter from time to time borne by the Pollution
Control Revenue Bonds, in like money, said interest being payable at the office
of the Trustee in Chicago, Illinois, subject to the provisions hereinafter set
forth in the event of a rescission of a Redemption Demand, as hereinafter
defined.


 


This bond is one of a duly authorized issue of bonds of the Company,
known as its First Mortgage Bonds, unlimited in aggregate principal amount,
which issue of bonds consists, or may consist of several series of varying
denominations, dates and tenors, all issued and to be issued under and equally
secured (except in so far as a sinking fund, or similar fund, established in
accordance with the provisions of the Indenture may afford additional security
for the bonds of any specific series) by a Trust Indenture dated November 1,
1949 (the “Original Indenture”), and


 


7

















 


Supplemental Indentures thereto dated February 1, 1952,
February 1, 1954, September 1, 1957, October 1, 1960, June 1, 1966, June 1,
1968, June 1, 1970, August 1, 1971, June 1, 1972, February 1, 1975, September
1, 1975, September 1, 1976, October 1, 1976, June 1, 1978, February 15, 1979,
September 1, 1979, September 15, 1979, September 15, 1981, March 1, 1982, March
15, 1982, September 15, 1982, February 15, 1984, July 1, 1985, November 15,
1986, November 16, 1986, August 1, 1987, February 1, 1989, February 2, 1989,
June 15, 1990, November 1, 1990, September 1, 1992, September 2, 1992, August
15, 1993, August 16, 1993, October 15, 1993, May 1, 2000, August 1, 2000,
September 1, 2001, March 1, 2002, March 15, 2002, October 1, 2002 and October
1, 2003 (all of which instruments are herein collectively called the “Indenture”),
executed by the Company to the Trustee, to which Indenture reference is hereby
made for a description of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of the bonds as to such
security, and the terms and conditions upon which the bonds may be issued under
the Indenture and are secured.  The
principal hereof may be declared or may become due on the conditions, in the
manner and at the time set forth in the Indenture, upon the happening of a
completed default as in the Indenture provided.  The Indenture provides that such declaration may in certain
events be waived by the holders of a majority in principal amount of the bonds
outstanding.


 


This bond is one of a series of bonds of the Company issued under the
Indenture and designated as First Mortgage Bonds, Pollution Control Series
GG.  The bonds of this Series have been
issued to the Pollution Control Trustee under the Pollution Control Indenture
to secure payment of the Pollution Control Revenue Bonds, 2003 Series A
(Louisville Gas and Electric Company Project) (the “Pollution Control Revenue
Bonds”) issued by the Louisville/Jefferson County Metro Government, Kentucky
(the “Issuer”) under the Pollution Control Indenture, the proceeds of which
have been or are to be loaned to the Company pursuant to the provisions of the
Loan Agreement dated as of October 1, 2003 (the “Agreement”) between the
Company and the Issuer.  The maturity of
the obligation represented by the bonds of this Series is October 1, 2033.  The date of maturity of the obligation
represented by the bonds of this Series is hereinafter referred to as the Final
Maturity Date.  The bonds of this Series
shall bear interest from the Initial Interest Accrual Date, as hereinafter
defined, at the same rate or rates per annum then and thereafter from time to
time borne by the Pollution Control Revenue Bonds.


 


With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and/or of
the holders of the bonds, and/or the terms and provisions of the Indenture
and/or of any instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy percent in principal amount
of the bonds then outstanding under the Indenture and any instruments
supplemental thereto (excluding bonds disqualified from voting by reason of the
interest of the Company or of certain related persons therein as provided in
the Indenture), and by the affirmative vote of at least seventy percent in
principal amount of the bonds of any series entitled to vote then outstanding
under the Indenture and any instruments supplemental thereto (excluding bonds
disqualified from voting as aforesaid) and affected by such modification or
alteration, in case one or more but less than all of the series of bonds then
outstanding are so affected; provided that no such modification or alteration
shall permit the extension of the maturity of the principal of this


 


8

















 


bond or the reduction in the rate of interest, if any,
hereon or any other modification in the terms of payment of such principal or
interest, if any, or the taking of certain other action as more fully set forth
in the Indenture, without the consent of the holder hereof.


 


Except as provided in the next succeeding paragraph, in
the event of a default under Section 9.1 of the Agreement or in the event of a
default in the payment of the principal of, premium, if any, or interest (and
such default in the payment of interest continues for the full grace period, if
any, permitted by the Pollution Control Indenture and the Pollution Control
Revenue Bonds) on the Pollution Control Revenue Bonds, whether at maturity, by
tender for purchase, by acceleration, by sinking fund, redemption or otherwise,
as and when the same becomes due, the bonds of this Series shall be redeemable
in whole upon receipt by the Trustee of a written demand (hereinafter called a
“Redemption Demand”) from the Pollution Control Trustee stating that there has
been such a default, stating that it is acting pursuant to the authorization
granted by Section 9.02(c) of the Pollution Control Indenture, specifying the
last date to which interest on the Pollution Control Revenue Bonds has been
paid (such date being hereinafter referred to as the “Initial Interest Accrual
Date”) and demanding redemption of the bonds of this Series.  The Trustee shall, within 10 days after
receiving such Redemption Demand, mail a copy thereof to the Company marked to
indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of such copy of a Redemption
Demand, the Company shall fix a date on which it will redeem the bonds of this
Series so demanded to be redeemed (hereinafter called the “Demand Redemption
Date”).  Notice of the date fixed as and
for the Demand Redemption Date shall be mailed by the Company to the Trustee at
least 30 days prior to such Demand Redemption Date.  The date to be fixed by the Company as and for the Demand
Redemption Date may be any date up to and including the earlier of (i) the
120th day after receipt by the Trustee of the Redemption Demand or (ii) the
Final Maturity Date, provided that if the Trustee shall not have received such
notice fixing the Demand Redemption Date within 90 days after receipt by it of
the Redemption Demand, the Demand Redemption Date shall be deemed to be the
earlier of (i) the 120th day after receipt by the Trustee of the Redemption
Demand or (ii) the Final Maturity Date. 
The Trustee shall mail notice of the Demand Redemption Date (such notice
being hereinafter called the “Demand Redemption Notice”) to the Pollution
Control Trustee not more than 10 nor less than five days prior to the Demand
Redemption Date.  Notwithstanding the
foregoing, if a default to which this paragraph is applicable is existing on
the Final Maturity Date, such date shall be deemed to be the Demand Redemption
Date without further action (including actions specified in this paragraph) by
the Pollution Control Trustee, the Trustee or the Company.  The bonds of this Series shall be redeemed
by the Company on the Demand Redemption Date, upon surrender thereof by the
Pollution Control Trustee to the Trustee, at a redemption price equal to the
principal amount thereof, plus accrued interest thereon at the rate per annum
set forth in the third paragraph of this Bond, from the Initial Interest
Accrual Date to the Demand Redemption Date. 
If a Redemption Demand is rescinded by the Pollution Control Trustee by
written notice to the Trustee prior to the Demand Redemption Date, no Demand
Redemption Notice shall be given, or, if already given, shall be automatically
annulled, and interest on the bonds of


 


9

















 


this Series shall cease to accrue, all interest accrued
thereon shall be automatically rescinded and cancelled and the Company shall
not be obligated to make any payments of principal of or interest on the bonds
of this Series; but no such rescission shall extend to or affect any subsequent
default or impair any right consequent thereon.


 


In the event that all of the bonds outstanding under the
Indenture shall have become immediately due and payable, whether by declaration
or otherwise, and such acceleration shall not have been annulled, the bonds of
this Series shall bear interest at the rate per annum set forth in the third
paragraph of this bond, from the Initial Interest Accrual Date, as specified in
a written notice to the Trustee from the Pollution Control Trustee, and the
principal of and interest on the bonds of this Series from the Initial Interest
Accrual Date shall be payable in accordance with the provisions of the
Indenture.


 


Upon payment of the principal of and premium, if any,
and interest on the Pollution Control Revenue Bonds, whether at maturity or
prior to maturity by redemption or otherwise, and the surrender thereof to and
cancellation thereof by the Pollution Control Trustee (other than any Pollution
Control Revenue Bond that was cancelled by the Pollution Control Trustee and
for which one or more other Pollution Control Revenue Bonds were delivered and
authenticated pursuant to the Pollution Control Indenture in lieu of or in
exchange or substitution for such cancelled Pollution Control Revenue Bond), or
upon provision for the payment thereof having been made in accordance with the
Pollution Control Indenture, bonds of this Series in a principal amount equal
to the principal amount of the Pollution Control Revenue Bonds so surrendered
and cancelled or for the provision for which payment has been made shall be
deemed fully paid and the obligations of the Company thereunder shall be
terminated, and such bonds of this Series shall be surrendered by the Pollution
Control Trustee to the Trustee and shall be cancelled by the Trustee.  From and after the Release Date (as defined
below), the bonds of this Series shall be deemed fully paid, satisfied and
discharged and the obligations of the Company hereunder and thereunder shall be
terminated.  The Release Date shall be
the date that the Bond Insurer (as such term is defined in the Pollution
Control Indenture), at the request of the Company, consents to the release of
the bonds of this Series as security for the Pollution Control Revenue Bonds,
provided that in no event shall that date be later than the date as of which
all bonds issued under the Indenture prior to the date of initial issuance of
this bond (and excluding bonds of this Series and First Mortgage Bonds,
Pollution Control Series Y, Z, AA, BB, CC, DD, EE and FF) have been retired
through payment, redemption or otherwise (including those bonds “deemed to be
redeemed” within the meaning of that term as used in Article X of the Original
Indenture) at, before or after the maturity thereof.  On the Release Date, the bonds of this Series shall be
surrendered by the Pollution Control Trustee to the Trustee whereupon the bonds
of said Series so surrendered shall be cancelled by the Trustee.


 


No recourse shall be had for the payment of principal
of, or interest, if any, on this bond, or any part thereof, or of any claim
based hereon or in respect hereof or of the Indenture, against any
incorporator, or any past, present or future stockholder, officer or director
of the Company or of any predecessor or successor corporation, either directly
or through the Company, or through any such predecessor or successor
corporation, or through any receiver or trustee in bankruptcy, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part


 


10

















 


of the consideration for the issue hereof, expressly
waived and released, as more fully provided in the Indenture.


 


This bond shall not be valid or become obligatory for
any purpose unless and until the certificate of authentication hereon shall
have been signed by or on behalf of BNY Midwest Trust Company, as Trustee under
the Indenture, or its successor thereunder.


 


IN WITNESS WHEREOF, LOUISVILLE GAS AND ELECTRIC COMPANY
has caused this instrument to be signed in its name by its President or a Vice
President or with the facsimile signature of its President, and its corporate
seal, or a facsimile thereof, to be hereto affixed and attested by its
Secretary or Assistant Secretary or with the facsimile signature of its
Secretary.


 


	
  Dated

  	
  LOUISVILLE GAS AND ELECTRIC
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  



 


and


 


WHEREAS, Sections 4.01 and 21.03 of the Original
Indenture provide in substance that the Company and the Trustee may enter into
indentures supplemental thereto for the purposes, among others, of creating and
setting forth the particulars of any new series of bonds and of providing the
terms and conditions of the issue of the bonds of any series not expressly
provided for in the Original Indenture and of assigning, conveying, mortgaging,
pledging and transferring unto the Trustee additional property of the Company,
and for any other purpose not inconsistent with the terms of the Original
Indenture; and


 


WHEREAS, the execution and delivery of this Supplemental
Indenture have been duly authorized by a resolution adopted by the Board of
Directors of the Company;


 


Now, THEREFORE, THIS INDENTURE WITNESSETH:


 


Louisville Gas and Electric Company, in consideration of the premises and
of one dollar


 


11

















 


to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and other good and valuable considerations, does hereby covenant
and agree to and with BNY Midwest Trust Company, as Trustee, and its successors
in the trust under the Indenture for the benefit of those who hold or shall
hold the bonds issued or to be issued thereunder, as follows:


 


ARTICLE I.


 


SPECIFIC SUBJECTION OF PROPERTY TO
THE LIEN OF THE ORIGINAL INDENTURE


 


Section 1.01.          The
Company in order better to secure the payment, both of principal and interest,
of all bonds of the Company at any time outstanding under the Indenture,
according to their tenor and effect, and the performance of and compliance with
the covenants and conditions in the Indenture contained, has granted,
bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed and by these presents does grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge,
set over and confirm unto BNY Midwest Trust Company, as Trustee and to its
respective successors in said trust forever, subject to the rights reserved by
the Company in and by the provisions of the Indenture, all the property
described and mentioned or enumerated in a schedule hereto annexed and marked
Schedule A, reference to said schedule being hereby made with the same force
and effect as if the same were incorporated herein at length; together with all
and singular the tenements, hereditaments and appurtenances belonging or in any
wise appertaining to the aforesaid property or any part thereof with the
reversion and reversions, remainder and remainders, tolls, rents and revenues,
issues, income, product and profits thereof;


 


Also, in order to subject all of the personal property and chattels of
the Company to the lien of the Indenture in conformity with the provisions of
the Uniform Commercial Code of the Commonwealth of Kentucky, all steam, hydro
and other electric generating plants, including buildings and other structures,
turbines, generators, boilers, condensing equipment, and all other equipment;
substations; electric transmission and distribution systems, including
structures, poles, towers, fixtures, conduits, insulators, wires, cables,
transformers, services and meters; steam and heating mains and equipment; gas
generating and coke plants, including buildings, holders and other structures,
boilers and other boiler plant equipment, benches, retorts, coke ovens, water
gas sets, condensing and purification equipment, piping and other accessory
works equipment; facilities for gas storage whether above or below surface; gas
transmission and distribution systems, including structures, mains, compressor
stations, purifier stations, pressure holders, governors, services and meters;
office, shop, garage and other general buildings and structures, furniture and
fixtures; and all municipal and other franchises and all leaseholds, licenses,
permits, easements, and privileges; all as now owned or hereafter acquired by
the Company pursuant to the provisions of the Original Indenture; and


 


All the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof;


 


12

















 


Excluding, however, (1) all shares of stock, bonds, notes, evidences of
indebtedness and other securities other than such as may be or are required to
be deposited from time to time with the Trustee in accordance with the provisions
of the Indenture; (2) cash on hand and in banks other than such as may be or is
required to be deposited from time to time with the Trustee in accordance with
the provisions of the Indenture; (3) contracts, claims, bills and accounts
receivable and chooses in action other than such as may be or are required to
be from time to time assigned to the Trustee in accordance with the provisions
of the Indenture; (4) motor vehicles; (5) any stock of goods, wares and
merchandise, equipment, materials and supplies acquired for the purpose of sale
or lease in the usual course of business or for the purpose of consumption in
the operation, construction or repair of any of the properties of the Company;
and (6) the properties described in Schedule B annexed to the Original
Indenture.


 


To have and to hold all said property, real, personal and mixed,
mortgaged, pledged or conveyed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors and assigns forever, subject, however,
to permissible encumbrances as defined in Section 1.09 of the Original
Indenture and to the further reservations, covenants, conditions, uses and
trusts set forth in the Indenture, in trust nevertheless for the same purposes
and upon the same conditions as are set forth in the Indenture.


 


ARTICLE II.


 


PROVISIONS OF BONDS OF POLLUTION
CONTROL SERIES GG


 


Section 2.01.          There
is hereby created, for issuance under the Original Indenture, a series of bonds
designated Pollution Control Series GG, each of which shall bear the
descriptive title “First Mortgage Bonds, Pollution Control Series GG” and the
form thereof shall contain suitable provisions with respect to the matters
specified in this section.  The Bonds of
Pollution Control Series GG shall be printed, lithographed or typewritten and
shall be substantially of the tenor and purport previously recited.  The Bonds of Pollution Control Series GG
shall be issued as registered bonds without coupons in denominations of a
multiple of $1,000 and shall be registered in the name of the Pollution Control
Trustee.  The Bonds of Pollution Control
Series GG shall be dated as of the date of their authentication.


 


The Bonds of Pollution Control Series GG shall be payable, both as to
principal and interest, at the office of the Trustee in Chicago, Illinois, in
lawful money of the United States of America. 
The maturity of the obligation represented by the Bonds of Pollution
Control Series GG is October 1, 2033. 
The date of maturity of the obligation represented by the Bonds of
Pollution Control Series GG is hereinafter referred to as the Final Maturity
Date.  The Bonds of Pollution Control
Series GG shall bear interest from the Initial Interest Accrual Date, as
hereinafter defined, at the same rate or rates then and thereafter from time to
time borne by the Pollution Control Revenue Bonds.


 


Section 2.02.          Except
as provided in the next succeeding paragraph of this Section 2.02, in the event
of a default under Section 9.1 of the Agreement or in the event of a default in
the payment of the principal of, premium, if any, or interest (and such default
in the payment of


 


13

















 


interest
continues for the full grace period, if any, permitted by the Pollution Control
Indenture and the Pollution Control Revenue Bonds) on the Pollution Control
Revenue Bonds, whether at maturity, by tender for purchase, by acceleration, by
sinking fund, redemption or otherwise, as and when the same becomes due, the
Bonds of Pollution Control Series GG shall be redeemable in whole upon receipt
by the Trustee of a written demand (hereinafter called a “Redemption Demand”)
from the Pollution Control Trustee stating that there has been such a default,
stating that it is acting pursuant to the authorization granted by Section 9.02(c)
of the Pollution Control Indenture, specifying the last date to which interest
on the Pollution Control Revenue Bonds has been paid (such date being
hereinafter referred to as the “Initial Interest Accrual Date”) and demanding
redemption of the Bonds of Pollution Control Series GG.  The Trustee shall, within 10 days after
receiving such Redemption Demand, mail a copy thereof to the Company marked to
indicate the date of its receipt by the Trustee.  Promptly upon receipt by the Company of such copy of a Redemption
Demand, the Company shall fix a date on which it will redeem the Bonds of
Pollution Control Series GG so demanded to be redeemed (hereinafter called the
“Demand Redemption Date”).  Notice of
the date fixed as the Demand Redemption Date shall be mailed by the Company to
the Trustee at least 30 days prior to such Demand Redemption Date.  The date to be fixed by the Company as and
for the Demand Redemption Date may be any date up to and including the earlier of
(i) the 120th day after receipt by the Trustee of the Redemption Demand or (ii)
the Final Maturity Date, provided that if the Trustee shall not have received
such notice fixing the Demand Redemption Date within 90 days after receipt by
it of the Redemption Demand, the Demand Redemption Date shall be deemed to be
the earlier of (i) the 120th day after receipt by the Trustee of the Redemption
Demand or (ii) the Final Maturity Date. 
The Trustee shall mail notice of the Demand Redemption Date (such notice
being hereinafter called the “Demand Redemption Notice”) to the Pollution
Control Trustee not more than 10 nor less than five days prior to the Demand
Redemption Date.  Notwithstanding the
foregoing, if a default to which this paragraph is applicable is existing on
the Final Maturity Date, such date shall be deemed to be the Demand Redemption
Date without further action (including actions specified in this paragraph) by
the Pollution Control Trustee, the Trustee or the Company.  The Bonds of Pollution Control Series GG
shall be redeemed by the Company on the Demand Redemption Date, upon surrender
thereof by the Pollution Control Trustee to the Trustee, at a redemption price
equal to the principal amount thereof, plus accrued interest thereon at the
rate per annum set forth in Section 2.01 hereof, from the Initial Interest
Accrual Date to the Demand Redemption Date. 
If a Redemption Demand is rescinded by the Pollution Control Trustee by
written notice to the Trustee prior to the Demand Redemption Date, no Demand
Redemption Notice shall be given, or, if already given, shall be automatically
annulled, and interest on the Bonds of Pollution Control Series GG shall cease
to accrue, all interest accrued thereon shall be automatically rescinded and
cancelled and the Company shall not be obligated to make any payments of
principal of or interest on the Bonds of Pollution Control Series GG; but no
such rescission shall extend to or affect any subsequent default or impair any
right consequent thereon.


 


In the event that all of the bonds outstanding under the
Indenture shall have become immediately due and payable, whether by declaration
or otherwise, and such acceleration shall not have been annulled, the Bonds of
Pollution Control Series GG shall bear interest at the rate


 


14

















 


per annum set forth in Section 2.01 hereof, from the
Interest Accrual Date, as specified in a written notice to the Trustee from the
Pollution Control Trustee, and the principal of and interest on the Bonds of
Pollution Control Series GG from the Initial Interest Accrual Date shall be
payable in accordance with the provisions of the Indenture.


 


Anything herein contained to the contrary notwithstanding, the Trustee is
not authorized to take any action pursuant to a Redemption Demand or a rescission
thereof or a written notice required by this Section 2.02, and such Redemption
Demand, rescission or notice shall be of no force or effect, unless it is
executed in the name of the Pollution Control Trustee by one of its Vice
Presidents.


 


Section 2.03.          Upon
payment of the principal of and premium, if any, and interest on the Pollution
Control Revenue Bonds, whether at maturity or prior to maturity by redemption
or otherwise, and the surrender thereof to and cancellation thereof by the
Pollution Control Trustee (other than any Pollution Control Revenue Bond that
was cancelled by the Pollution Control Trustee and for which one or more other
Pollution Control Revenue Bonds were delivered and authenticated pursuant to
the Pollution Control Indenture in lieu of or in exchange or substitution for
such cancelled Pollution Control Revenue Bond), or upon provision for the
payment thereof having been made in accordance with the Pollution Control
Indenture, Bonds of Pollution Control Series GG in a principal amount equal to
the principal amount of the Pollution Control Revenue Bonds so surrendered and
cancelled or for the provision for which payment has been made shall be deemed
fully paid and the obligations of the Company thereunder shall be terminated,
and such Bonds of Pollution Control Series GG shall be surrendered by the
Pollution Control Trustee to the Trustee and shall be cancelled and disposed of
by the Trustee.  From and after the
Release Date (as defined below), the bonds of this Series shall be deemed fully
paid, satisfied and discharged and the obligations of the Company hereunder and
thereunder shall be terminated.  The
Release Date shall be the date that the Bond Insurer (as such term is defined
in the Pollution Control Indenture), at the request of the Company, consents to
the release of the bonds of this Series as security for the Pollution Control
Revenue Bonds, provided that in no event shall that date be later than the date
as of which all bonds issued under the Indenture prior to the date of initial
issuance of this bond (and excluding bonds of this Series and First Mortgage
Bonds, Pollution Control Series Y, Z, AA, BB, CC, DD, EE and FF) have been
retired through payment, redemption or otherwise (including those bonds “deemed
to be redeemed” within the meaning of that term as used in Article X of the
Original Indenture) at, before or after the maturity thereof.  On the Release Date, the bonds of this
Series shall be surrendered by the Pollution Control Trustee to the Trustee
whereupon the Bonds of said Series so surrendered shall be cancelled by the
Trustee.


 


Section 2.04.          Prior
to the Release Date, the Pollution Control Trustee as the registered holder of
the Bonds of Pollution Control Series GG at its option may surrender the same
at the office of the Trustee, in Chicago, Illinois, or elsewhere, if authorized
by the Company, for cancellation, in exchange for other bonds of the same
series of the same aggregate principal amount. 
Thereupon, and upon receipt of any payment required under the provisions
of Section 2.05 hereof, the Company shall execute and deliver to the Trustee
and the Trustee shall


 


15

















 


authenticate
and deliver such other registered bonds to such registered holder at its office
or at any other place specified as aforesaid.


 


Section 2.05.          No
charge shall be made by the Company for any exchange or transfer of Bonds of
Pollution Control Series GG other than for taxes or other governmental charges,
if any, that may be imposed in relation thereto.


 


ARTICLE III.


 


MISCELLANEOUS


 


Section 3.01.          The
recitals of fact herein and in the bonds (except the Trustee’s Certificate)
shall be taken as statements of the Company and shall not be construed as made
or warranted by the Trustee.  The
Trustee makes no representations as to the value of any of the property subject
to the lien of the Indenture, or any part thereof, or as to the title of the
Company thereto, or as to the security afforded thereby and hereby, or as to
the validity of this Supplemental Indenture and the Trustee shall incur no
responsibility in respect of such matters.


 


Section 3.02.          This
Supplemental Indenture shall be construed in connection with and as a part of
the Original Indenture.


 


Section 3.03.          (a)
If any provision of this Supplemental Indenture limits, qualifies or conflicts
with another provision of the Original Indenture or this Supplemental Indenture
required to be included in indentures qualified under the Trust Indenture Act
of 1939, as amended (as enacted prior to the date of this Supplemental
Indenture) by any of the provisions of Sections 310 to 317, inclusive, of the
said Act, such required provision shall control.


 


(b)           In case any one or more of the provisions
contained in this Supplemental Indenture or in the bonds issued hereunder shall
be invalid, illegal, or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected, impaired, prejudiced or disturbed thereby.


 


Section 3.04.          Wherever
in this Supplemental Indenture the word “Indenture” is used without either
prefix, “Original” or “Supplemental,” such word was used intentionally to
include in its meaning both the Original Indenture and all indentures
supplemental thereto.


 


Section 3.05.          Wherever
in this Supplemental Indenture either of the parties hereto is named or
referred to, this shall be deemed to include the successors or assigns of such
party, and all the covenants and agreements in this Supplemental Indenture contained
by or on behalf of the Company or by or on behalf of the Trustee shall bind and
inure to the benefit of the respective successors and assigns of such parties,
whether so expressed or not.


 


Section 3.06.          (a)
This Supplemental Indenture may be simultaneously executed in several
counterparts, and all said counterparts executed and delivered, each as an
original, shall


 


16

















 


constitute
but one and the same instrument.


 


(b)           The Table of Contents and the descriptive
headings of the several Articles of this Supplemental Indenture were
formulated, used and inserted in this Supplemental Indenture for convenience
only and shall not be deemed to affect the meaning or construction of any of
the provisions hereof.


 


17

















 


IN WITNESS WHEREOF, the party of the first part has caused its corporate
name and seal to be hereunto affixed and this Supplemental Indenture to be
signed by its Treasurer and attested by its Executive Vice President, General
Counsel and Corporate Secretary for and in its behalf, and the party of the
second part to evidence its acceptance of the trust hereby created, has caused
this Supplemental Indenture to be signed by one of its authorized officers for and
in its behalf, all done as of the 1st day of October, 2003.


 


	
   

  	
  LOUISVILLE GAS AND ELECTRIC
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Daniel
  K. Arbough

  	
   

  
	
   

  	
   

  	
  Treasurer

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  John
  R. McCall

  	
   

  	
   

  	
   

  
	
   

  	
  Executive
  Vice President,

  	
   

  	
   

  	
   

  
	
   

  	
  General Counsel
  and

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
									



 

















 


	
  COMMONWEALTH OF

  	
  )

  	
   

  
	
  KENTUCKY

  	
  )

  	
  SS:

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF JEFFERSON

  	
  )

  	
   

  



 


BE IT REMEMBERED that on this
           day of
          , 2003, before me,
a Notary Public duly commissioned in and for the County and Commonwealth
aforesaid, personally appeared DANIEL K. ARBOUGH and JOHN R. MCCALL,
respectively, Treasurer and Executive Vice President, General Counsel and
Corporate Secretary of Louisville Gas and Electric Company, a corporation
organized and existing under and by virtue of the laws of the Commonwealth of
Kentucky, who are personally known to me to be such officers, respectively, and
who are personally known to me to be the same persons who executed as officers
the foregoing instrument of writing, and such persons duly acknowledged before
me the execution of the foregoing instrument of writing to be their act and
deed and the act and deed of said corporation.


 


WITNESS my hand and notarial seal this
          day of
                  ,
2003.


 


	
   

  	
  Notary
  Public

  
	
   

  	
  Kentucky,
  Commonwealth at Large

  
	
   

  	
   

  
	
   

  	
  (Notarial
  Seal)

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:

  	
   

  



 

















 


	
  STATE OF ILLINOIS

  	
  )

  	
  SS:

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF COOK

  	
  )

  	
   

  



 


BE IT REMEMBERED that on this
         day of
             ,
2003, before me, a Notary Public duly commissioned in and for the County and
State aforesaid, personally appeared
                     ,
                         
of BNY Midwest Trust Company, a trust company organized and existing under and
by virtue of the laws of the State of Illinois, who is personally known to me
to be such officer and who is personally known to me to be the same person who
executed as an officer the foregoing instrument of writing, and such person
duly acknowledged before me the execution of the foregoing instrument of
writing to be such officer’s act and deed and the act and deed of said
corporation.


 


WITNESS my hand and notarial seal this
        day of
                  ,
2003.


 


 


	
   

  	
  Notary
  Public in and for the County of

  
	
   

  	
  Cook and
  State of Illinois

  
	
   

  	
   

  
	
   

  	
  (Notarial
  Seal)

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  This Instrument Prepared by:

  	
   

  
	
   

  	
   

  
	
  James
  Dimas

  	
   

  
	
  LG&E
  Energy Corp.

  	
   

  
	
  220
  W. Main Street

  	
   

  
	
  Louisville,
  Kentucky  40202

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  James
  Dimas

  	
   

  	
   

  
	
  (502)
  627-3712

  	
   

  	
   

  
						



 

















 


SCHEDULE A


 


The following property situated, lying and being in the County of
Jefferson, State of Kentucky, to wit:


 


REAL PROPERTY